IAS Bylaws

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BYLAWS

OF THE

ITALIAN ART SOCIETY

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– article i: name and offices –

The name of this corporation shall be the “Italian Art Society”. The corporation shall continuously maintain in the State of Illinois a registered office and a registered agent whose business office is identical with such registered office and may have other offices within or without the state.

– article ii: purposes, powers, activities and nondiscrimination –

SECTION 1 – PURPOSES This corporation has been formed for literary and educational purposes. Its specific and primary purposes are:

Literary: To promote the exchange of ideas and information on Italian art through a variety of activities including the organization of conference sessions; dissemination of publications; and activities related to the research interests of its members;

Educational: To provide instruction or training on subjects useful to the individual and beneficial to the community, such as promoting the study of Italian art, especially through the organization of [d] conference sessions on art history issues.

In addition, this corporation is formed for the purposes of performing all things incidental to the achievement of the foregoing specific and primary purposes. The corporation shall not, however, engage in any activities or exercise any powers that are not in furtherance of its specific and primary purposes.

SECTION 2 – POWERS This corporation shall hold and may exercise all such powers as may be conferred upon a nonprofit corporation by the laws of the State of Illinois and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the corporation, provided, however, that in no event shall the corporation engage in activities that are not permitted to be carried on by a corporation exempt under Section 501(c)(3) of the Internal Revenue Code.

SECTION 3 – NONPARTISAN This corporation shall be nonpartisan. No substantial part of the activities of the corporation shall consist of the publication or dissemination of materials or statements with the purpose of attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office.

SECTION 4 – NONCOMMERCIAL This corporation shall be noncommercial. The name of the corporation or the names of any members in their official capacity shall not be used to endorse or promote any commercial concern or for any purpose not appropriately related to the promotion of the specific and primary purposes of the corporation.

SECTION 5 – NONDISCRIMINATION This corporation shall not discriminate against any person on the basis of race, color, gender, creed, religion, ethnic background or sexual orientation.

– article iii: members –

SECTION 1 – DEFINITIONS

Person with a Demonstrated Interest: A Person with a Demonstrated Interest means any person affiliated with an educational institution, educational department, museum, gallery, or other organization whose primary focus is on the furtherance of Italian Art; any person with a demonstrable corpus of research in Italian Art; any person with a demonstrated level of interest in the field of Italian Art; any person who wishes to enhance their exposure to Italian Art by membership in this Society; or any person interested in furthering the purposes of the Italian Art Society.

SECTION 2 – QUALIFICATIONS AND ELECTION OF MEMBERS The corporation shall have one (1) class of members as follows: any Person with a Demonstrated Interest in Italian Art shall be eligible for membership on submission of a completed membership application to the Board of Directors and on timely payment of such dues and fees as the board may fix from time to time.

The Board of Directors, on the application form, may request evidence that the prospective member is a Person with a Demonstrated Interest

Any person who meets these qualifications shall be eligible for membership and shall be granted membership.

The Secretary shall keep a list of current members.

SECTION 3 – OTHER PERSONS ASSOCIATED WITH THE CORPORATION The Corporation may refer to persons associated with it as “members,” even though those persons do not meet the qualifications for membership as set for in Section 2 of this Article, but no such reference shall constitute anyone with the rights of membership.

SECTION 4 – DUES The board of directors will determine from time to time the amount of annual dues payable to the corporation by members. Dues shall be payable each year to the treasurer on January 1 of each year. When any member shall be in default in the payment of dues on March 31 of each year, his or her membership may be terminated by the board of directors in the manner provided in this article, Section 5. A member terminated for non-payment of dues may be reinstated upon payment of dues without regard to Section 7 of this Article.

SECTION 5 – TERMINATION OR SUSPENSION OF MEMBERSHIP The board of directors by affirmative vote of two-thirds of all of the directors may suspend or expel a member for cause after an appropriate hearing with at least fifteen (15) days’ notice given in accordance with Article IV, Section 5. The board of directors may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues, if any, or does not attend five (5) consecutive regular meetings of members. A person whose membership is suspended shall not be a member during the period of suspension

SECTION 6 – RESIGNATION Any member may resign by filing a written resignation with the secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.

SECTION 7 – REINSTATEMENT Upon written request signed by a former member and filed with the secretary, the board of directors may, by the affirmative vote of two thirds of the members of the board, reinstate such former member to membership on such terms as the board of directors may deem appropriate.

SECTION 8 – TRANSFER OF MEMBERSHIP Membership in this corporation is not transferable or assignable.

SECTION 1 – ANNUAL MEETING An annual meeting of the membership shall be held annually in February at the College Art Association meeting.

SECTION 2 – REGULAR MEETINGS A regular meeting of the membership shall be held in May at the International Congress of Medieval Studies.

SECTION 3 – SPECIAL MEETINGS Special meetings may be called by the president, the board of directors, or not less than one-tenth of the members having voting rights, for the purpose or purposes stated in the call of the meeting.

SECTION 4 – PLACE OF MEETING The board of directors shall designate any place as the place of meeting for any regular, annual or special meeting. If no designation is made or if a special meeting is otherwise called, the place of meeting shall be the registered office of the corporation in the State of Illinois

SECTION 5 – NOTICE OF MEETINGS Written notice stating the place, date, and hour of any annual, regular, or special meeting of members shall be delivered to each member entitled to vote at such meeting not less than five (5) nor more than sixty (60) days before the date of such meeting, or, in the case of a removal of one or more directors, a merger, consolidation, or dissolution, or a sale, lease, or exchange of assets, not less than twenty (20) nor more than sixty (60) days before the date of the meeting. In case of a special meeting or when required by statute or by these bylaws, the purpose for which the meeting is called shall be stated in the notice. The notice shall be given either personally, by electronic mail to the members’ designated email address as written on his or her membership application, by first-class or certified mail, or by other means of written communication, charges prepaid, addressed to the member at his or her address as it appears on the records of the corporation, and shall be deemed delivered when sent. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.

SECTION 6 – INFORMAL ACTION BY MEMBERS Any action required to be taken at a meeting of the members of the corporation, or any other action that may be taken at a meeting of members, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all the members entitled to vote with respect to the subject matter thereof.

SECTION 7 – FIXING OF RECORD DATE For the purpose of determining the members entitled to notice of or to vote at any meeting of members, or in order to make a determination of members for any other proper purpose, the board of directors of the corporation may fix in advance a date as the record date for any such determination of members, such date in any case to be no more than sixty (60) days and, for a meeting of members, not less than 5 days, or in the case of a merger, consolidation, or dissolution or a sale, lease, or exchange of assets, not less than twenty (20) days before the date of such meeting. If no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of members, the date on which notice of the meeting is delivered shall be the record date for such determination of members. When determination of members entitled to vote at any meeting of members has been made, such determination shall apply to any adjournment of the meeting.

SECTION 8 – QUORUM The holders of one-tenth of the votes that may be cast at a meeting of the corporation, including at least three (3) members of the board of directors, represented in person or by proxy, shall constitute a quorum for transaction of business at any meeting of members; provided that, if less than one tenth of the outstanding votes are represented at said meeting, a majority of the votes so represented may adjourn the meeting at any time without further notice. If a quorum is present, the affirmative vote of a simple majority of the votes represented at the meeting shall be the act of the members, or these bylaws. At any adjourned meeting at which a quorum shall be present, any business may be transacted that might have been transacted at the original meeting. Withdrawal of members from any meeting shall not cause a failure of a duly constituted quorum at that meeting.

SECTION 9 – VOTING Each member shall be entitled to one vote in each matter submitted to vote either at a meeting of members or electronically. Each member may vote either in person or by proxy as provided in Section 10.

SECTION 10 – PROXIES Each member entitled to vote may authorize another person to act for him or her by written proxy, but no proxy shall be voted or acted on after eleven (11) months from its date, unless the proxy provides for a longer period.

SECTION 11 – INSPECTORS At any meeting of members, the chair of the meeting may, or upon the request of any member shall, appoint one or more persons as inspectors for such meeting.

Such inspectors shall ascertain and report the number of votes represented at the meeting, based on their determination of the validity and effect of proxies; count all votes and report the results; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the members.

Each report of an inspector shall be in writing and signed by him or her or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of votes represented at the meeting and the results of the voting shall be prima facie evidence thereof.

– article v: board of directors –

SECTION 1 – GENERAL POWERS The affairs of the corporation shall be managed by or under the direction of its board of directors.

SECTION 2 – NUMBER, TENURE AND QUALIFICATION The initial number of directors shall be five (5). The initial board of directors shall be those named in the articles of incorporation.

Thereafter, the number of directors shall be five (5). Directors shall be elected by the members at the annual meeting of members or by electronic means. At the first meeting of directors following the first annual meeting of members, the directors shall be divided into two (2) approximately equal groups and designated to serve one (1) or two (2) year terms by a random method determined by the board of directors.

The number of directors may range from a minimum of three (3) to a maximum of seven (7) until changed by amendment of these bylaws. The number of directors may be fixed or changed from time to time, within the minimum and maximum, by resolution of the directors without further amendment to the bylaws. No decrease shall have the effect of shortening the term of an incumbent director.

Directors shall hold office for a term of two (2) years and can be reelected. There is no limit on the number of terms a director may serve. Each director shall hold office until his or her successor has been elected and qualified.

Each director shall be a member of the corporation and an individual at least twenty-one (21) years of age. Directors need not be residents of Illinois.

SECTION 3 – ANNUAL MEETING An annual meeting of the board of directors shall be held immediately after, and at the same place as, the annual meeting of members for the transaction of any business as may come before the meeting.

SECTION 4 – REGULAR MEETINGS The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings of the board.

SECTION 5 – SPECIAL MEETINGS A special meeting of the board of directors may be called by or at the request of the president or any two (2) directors. The person or persons authorized to call special meetings of the board may fix any place as the place for holding any special meeting of the board called by them.

SECTION 6 – PARTICIPATION IN MEETINGS Directors may participate in and act at any meeting of the board through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

SECTION 7 – PLACE OF MEETINGS The board of directors may designate any place as the place of meeting. If no designation is made, the place of meeting shall be the registered office of the corporation in the State of Illinois.

SECTION 8 – NOTICE OF MEETINGS Notice of any annual, regular, or special meeting of the board of directors shall be delivered personally to each director or communicated to each director by telephone (including a voice messaging system which records and communicates messages), facsimile, or electronic mail at least four (4) days before the date of the meeting, or communicated by express mail service, first-class mail, or by other means of written communication, charges prepaid, addressed to the director at the director’s address as it is shown upon the records of the corporation, deposited in the mails or given to the express mail company or other carrier at least seven (7) days before the date of the meeting. The notice need not specify the purpose of the meeting. No special meeting of the directors may remove a director unless written notice of the proposed removal is delivered to all directors at least twenty (20) days prior to such a meeting. If notice is given by express mail or first class mail, such notice shall be deemed to be delivered when deposited with the carrier. If notice is given by e-mail or facsimile, such notice shall be deemed delivered when sent so long as no acknowledgment of the inability to deliver the notice occurs.

SECTION 9 – QUORUM A simple majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board of directors except as otherwise provided. If less than a simple majority of the directors are present at a meeting of the board, a majority of the directors present may adjourn the meeting to another time and place without further notice.

SECTION 10 – MANNER OF ACTING The act of a simple majority of the board of directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or these bylaws. No director may act by proxy on any matter.

SECTION 11 – VACANCIES Any vacancy occurring in the board of directors or any directorship to be filled by reason of an increase in the number of directors shall be filled by the board of directors. A director elected or appointed, as the case may be, to fill a vacancy shall serve for the unexpired term of his or her predecessor in office.

SECTION 12 – RESIGNATION AND REMOVAL OF DIRECTORS A director may resign at any time upon written notice to the board of directors. A director may be removed with or without cause by the affirmative vote of a simple majority of the directors then in office, present, and voting at a meeting of the board of directors at which a quorum is present and for which appropriate notice has been given pursuant to Section 8.

SECTION 13 – INFORMAL ACTION BY DIRECTORS The authority of the board of directors may be exercised without a meeting if consent in writing, setting forth the action taken, is signed by all of the directors entitled to vote.

SECTION 14 – COMPENSATION The board of directors shall not receive compensation for their services as directors or officers, nor shall they be compensated for their costs of attending a meeting. This section shall not preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

SECTION 15 – PRESUMPTION OF ASSENT A director of the corporation who is present at a meeting of the board of directors at which action on any corporation matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the secretary immediately after the adjournment of the meeting. Such right to dissent shall not apply to any director who voted in favor of such action.

– article vi: officers –

SECTION 1 – OFFICERS The officers of the corporation shall be a president, executive vice president, vice president for program coordination, treasurer, secretary, and such other officers as may be appointed by the board of directors. Officers whose authority and duties are not prescribed in these bylaws shall have the authority and perform the duties prescribed, from time to time, by board of directors. Any two or more offices may be held by the same person. Board members may serve as officers of the corporation.

SECTION 2 – ELECTION AND TERM OF OFFICE The officers of the corporation shall be elected annually for a term of two (2) years. The board of directors will work in conjunction with the Nominating Committee in developing a slate of nominees to be voted upon by the members. This slate of officers will be presented electronically to the membership for voting prior to the regular annual business meeting of the society; election shall be by plurality vote of those returning ballots. The results will be announced at the annual business meeting of the society. The term of office will begin immediately following the annual business meeting. If circumstances do not allow the election of the officers to be held electronically before the annual business meeting, such election shall be held at the annual business meeting or as soon as possible thereafter via electronic means, confirmed by the board of directors, and announced at the business meeting or electronically within 30 days of the confirmation of the election. In this case, the term of office will begin as soon as the election results are confirmed by the board of directors.Vacancies may be filled or new offices created and filled at any meeting of the board of directors, including meetings held using electronic means. Each officer shall hold office until his or her successor shall have been duly elected and qualified or until his or her death or until he or she shall resign or be removed in the manner hereinafter provided. Election as an officer shall not of itself create contract rights.

SECTION 3 – REMOVAL Any officer elected or appointed by the board of directors may be removed by the board of directors whenever in their judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4 – PRESIDENT The president shall be the principal executive officer of the corporation. Subject to the direction and control of the board of directors, he or she shall be in charge of the business and affairs of the corporation; he or she shall see that the resolutions and directives of the board of directors are carried into effect except in those instances in which that responsibility is assigned to some other person by the board of directors; and, in general, he or she shall discharge all duties incident to the office of president and such other duties as may be prescribed by the board of directors. He or she shall preside at all meetings of the board of directors. Except in those instances in which the authority to execute is expressly prescribed by the board of directors or these bylaws, he or she may execute for the corporation any contracts, deeds, mortgages, bonds, or other instruments that the board of directors has authorized to be executed, and he or she may accomplish such execution either under or without the seal of the corporation and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the board of directors, according to the requirements of the form of the instrument. He or she may vote all securities that the corporation is entitled to vote except as and to the extent such authority shall be vested in a different officer or agent of the corporation by the board of directors.

SECTION 5 – EXECUTIVE VICE PRESIDENT The vice president shall assist the president in the discharge of his or her duties as the president may direct and shall perform such other duties as may be assigned to him or her from time to time by the president or the board of directors. In the absence of the president or in the event of his or her refusal or inability to act, the executive vice president shall perform the duties of the president and, when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the board of directors or these bylaws, the vice president may execute for the corporation any contracts, deeds, mortgages, bonds, or other instruments that the board of directors has authorized to be executed, and he or she may accomplish such execution either under or without the seal of the corporation and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the board of directors, according to the requirements of the form of the instrument.

SECTION 6 – VICE PRESIDENT FOR PROGRAM COORDINATION The vice president for program coordination shall liaise with outside organizations hosting various educational conferences germane to the mission of the Italian Art Society. Further, the vice president for program coordination shall liaise with the membership in selecting an ultimate theme for the sessions of any scholarly meetings that the corporation may participate in, work with the chairs of such sessions, set up the sessions, and send out paper proposals in anticipation of these sessions. The vice president for program coordination shall also perform all duties incident to his or her office and such other duties as may be assigned to him or her from time to time by the president or the board of directors.

SECTION 7 – TREASURER The treasurer shall be the principal accounting and financial officer of the corporation. He or she shall (a) have charge of and be responsible for the maintenance of adequate books of account for the corporation, (b) have charge and custody of all funds and securities of the corporation, and be responsible therefor, and for the receipt and disbursement thereof, (c) give an accounting of all funds at each monthly meeting and prepare a year-end fiscal report, (d) deposit all monies in the name of and to the credit of the corporation, in such banks of deposit as may be designated by the board of directors, and (e) perform all duties incident to the office of treasurer and such other duties as may be assigned to him or her from time to time by the president or the board of directors.

SECTION 8 – SECRETARY The secretary shall (a) record the minutes of the meetings of the members as well as the minutes of the meetings of the board of directors in one or more separate books provided for that purpose, (b) see that all notices are duly given in accordance with these bylaws or as required by law, (c) be a custodian of the corporate records, including the bylaws of the corporation, (d) keep a register of the post office address of each member, which shall be furnished to the secretary by such member, and (e) perform all duties incident to the office of secretary and such other duties as may be assigned to him or her from time to time by the president or the board of directors.

SECTION 9 – COMPENSATION The officers shall not receive compensation for their services as officers. This section shall not preclude any officers from serving the corporation in any other capacity and receiving reasonable compensation therefor.

– article vii: contracts, checks, deposits, and funds –

SECTION 1 – CONTRACTS The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.

SECTION 2 – CHECKS, DRAFTS, ETC All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation in an amount greater than five hundred dollars ($500) shall be signed shall be signed by the treasurer and countersigned by the president or vice president of the corporation unless otherwise specifically determined by the board of directors or otherwise required by law. For amounts less than five hundred dollars ($500), the signature of the treasurer shall suffice unless otherwise specifically determined by the board of directors or otherwise required by law.

SECTION 3 – DEPOSITS All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.

SECTION 4 – GIFTS The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any specific and primary purpose of the corporation.

– article viii: conflict of interest policy –

SECTION 1 – PURPOSE The purpose of the conflict of interest policy is to protect this Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable Corporations.

SECTION 2 – DEFINITIONS

Interested Person: Any director, principal officer, or member of a committee with Board of Directors-delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person

Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: (a) An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement, (b) a compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or (c) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section III (1), a person who has a financial interest may have a conflict of interest only if the appropriate the Board of Directors or committee decides that a conflict of interest exists.

SECTION 3 – PROCEDURES

Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with Board of Directors delegated powers considering the proposed transaction or arrangement.

Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board of Directors or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

Procedures for Addressing the Conflict of Interest: (a) An interested person may make a presentation at the Board of Directors or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. (b) The chairperson of the Board of Directors or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (c) After exercising due diligence, the Board of Directors or committee shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. (d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Directors or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

Violations of the Conflicts of Interest Policy: (a) If the Board of Directors or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. (b) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board of Directors or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

SECTION 4 – RECORDS OF PROCEEDINGS The minutes of the Board of Directors and all committees with board delegated powers shall contain: (a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board of Directors’ or committee’s decision as to whether a conflict of interest in fact existed; (b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

SECTION 5 – COMPENSATION: A voting member of the Board of Directors who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.

A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.

No voting member of the Board of Directors or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing

information to any committee regarding compensation.

SECTION 6 – ANNUAL STATEMENTS Each director, principal officer and member of a committee with Board of Directors delegated powers shall annually sign a statement which affirms such person: (a) Has received a copy of the conflicts of interest policy, (b) has read and understands the policy, (c) has agreed to comply with the policy, and (d) understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

SECTION 7 – PERIODIC REVIEWS To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: (a) Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining, (b) whether partnerships, joint ventures, and arrangements with management Corporations conform to the Corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

SECTION 8 – USE OF OUTSIDE EXPERTS When conducting the periodic reviews as provided for in Article VII, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of Directors of its responsibility for ensuring periodic reviews are conducted.

SECTION 9 – STATE LAW REGARDING CONFLICTS OF INTEREST If a transaction is fair to the corporation at the time it is authorized, approved, or ratified, the fact that a director of the corporation is directly or indirectly a party to the transaction is not grounds for invalidating the transaction.

If the validity of a transaction described above is contested, the person asserting validity has the burden of proving fairness unless the material facts of the transaction and the director’s interest or relationship were disclosed or known to the board of directors and the board or a committee consisting entirely of directors and the board or committee authorized, approved, or ratified the transaction by the affirmative votes of a majority of disinterested directors who constitute a quorum.

The presence of a director who is directly or indirectly a party to this transaction or a director who is otherwise not disinterested may not be counted in determining whether a quorum is present, and may not be counted when the board of directors or a committee then takes action on the transaction.

For purposes of this Article, a director is “indirectly” a party to a transaction if the other party to the transaction is an entity in which the director has a material financial interest or of which the director is an officer, director, or general partner.

– article ix: books and records –

The corporation shall keep correct and complete books and records of account and shall also keep separate minutes of the proceedings of its members and of its board of directors. All books and records of the corporation may be inspected by any member of the board of directors, or his or her agent or attorney, for any proper purpose at any reasonable time. The inspection shall include the right to copy and make extracts of documents.

– article x: fiscal year –

The fiscal year of the corporation shall be from January 1 through December 31, unless otherwise fixed by resolution of the board of directors.

– article xi: waiver of notice –

Notice of any meeting may be waived in writing, signed by the person or persons entitled to such notice, either before or after the time of the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting need be specified in the waiver of notice of such meeting, unless specifically required by law.

Attendance at any meeting shall constitute waiver of notice of such meeting unless the person entitled to notice attends the meeting for the express purpose of objecting to the transaction of any business because proper notice was not given.

– article xii: amendments –

The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the members unless otherwise provided in the articles of incorporation or the bylaws. It shall require a simple majority vote of all members eligible to vote on the matter, whether present or not, to amend the bylaws. Such action may be taken at a regular or special meeting for which not less than five (5) and no more than sixty (60) days written notice of the purpose shall be given. The bylaws of the corporation may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with the law or the articles of incorporation.

– article xiii: indemnification –

The corporation shall indemnify any person who was or is a party or is threatened to be made a party to or witness in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a member, director, or officer of the corporation against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by that person in connection with such action, suit, or proceeding to the fullest extent and in the manner set forth in and permitted by the Illinois General Not For Profit Corporation Act and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which such member, director, or officer may be entitled apart from the foregoing provisions. The foregoing provisions of this Article shall be deemed to be a contract between the corporation and each member, director, and officer who serves in such capacity at any time while this Article and the relevant provisions of the Illinois General Not For Profit Corporation Act and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations existing, with respect to any state of facts then or theretofore existing, or any action, suit, or proceeding theretofore, or thereafter brought or threatened based in whole or in part on any such state of facts.

The corporation may indemnify any person who was or is a party or is threatened to be made a party to or witness in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was an employee or agent of the corporation, or is or was serving at the request of the corporation as a member, director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by that person in connection with such action, suit, or proceeding to the extent and in the manner set forth in and permitted by the Illinois General Not For Profit Corporation Act and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which any such person may be entitled apart from the foregoing provisions.

The corporation may purchase insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article.

– article xiv: committees, commissions, and advisory boards –

SECTION 1 – COMMITTEES The board of directors working in conjunction with the Nominating Committee, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which will consist of two or more members and such other persons as the board of directors designates. The nominated committee members will be presented electronically to the membership for a vote prior to the regular annual business meeting of the society; election shall be by plurality vote of those returning ballots. The results will be announced at the annual business meeting of the society. If circumstances do not allow the election of the committee members to be held electronically before the annual business meeting, such election shall be held thereafter at the annual business meeting or as soon as possible thereafter via electronic means, confirmed by the board of directors, and announced at the business meeting or electronically within 30 days of the confirmation of the election. The committees, to the extent provided in said resolution and not restricted by law, shall have and exercise the authority of the board of directors in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed on it, him, or her by law.

SECTION 2 – COMMISSIONS OR ADVISORY BODIES Commissions or advisory bodies not having and exercising the authority of the board of directors in the corporation may be designated or created by the board of directors and shall consist of such persons as the board of directors designates. A commission or advisory body may or may not have directors as members, as the board of directors determines. The commission or advisory body may not act on behalf of the corporation or bind it to any actions but may make recommendations to the board of directors or to the officers of the corporation.

This corporation may refer to commissions or advisory boards as “committees” even though they do not meet the definition in Section 1 of this Article.

SECTION 3 – TERM OF OFFICE Each member of a committee, advisory board, or commission shall continue as such until the next annual meeting of the members of the corporation and until his or her successor is appointed, unless the committee, advisory board, or commission shall be sooner terminated, or unless such member be removed from such committee, advisory board, or commission by the board of directors, or unless such member shall cease to qualify as a member thereof.

SECTION 4 – CHAIR One member of each committee, advisory board, or commission shall be appointed chair.

SECTION 5 – VACANCIES Vacancies in the membership of any committee, advisory board, or commission may be filled by appointments made in the same manner as provided in the case of the original appointments.

SECTION 6 – QUORUM Unless otherwise provided in the resolution of the board of directors designating a committee, advisory board, or commission, a majority of the whole committee, advisory board, or commission shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee, advisory board, or commission.

SECTION 7 – RULE Each committee, advisory board, or commission may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the board of directors.

SECTION 8 – INFORMAL ACTION The authority of a committee may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all the members entitled to vote.

– article xv: construction and terms –

SECTION 1 – RELATIONSHIP TO ARTICLES OF INCORPORATION All references in these bylaws to the articles of incorporation shall be to the founding document or articles of incorporation of Italian Art Society filed with the office of the Illinois Secretary of State and used to establish the legal existence of this corporation. If there is any conflict between the provisions of these bylaws and the articles of incorporation of this corporation, the provisions of the articles of incorporation shall prevail.

SECTION 2 – RELATIONSHIP TO INTERNAL REVENUE CODE All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code. Notwithstanding any other provisions of these bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code.

SECTION 3 – GENERAL SAVINGS CLAUSE Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.